BY CHECKING THE "Yes, I agree to the ACTIONSUITE Terms of Service" CHECKBOX DISPLAYED AS PART OF THE SIGN-UP PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF THE ACTIONSUITE ONLINE SERVICE (THE "SERVICE").

1. REPRESENTATION
If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions, in which case the terms "you" or "your" shall refer to such entity.

2. ACCEPTANCE OF TERMS
Everyone who uses ActionSuite - even on a trial basis - is subject to these Terms of Service ("TOS"). ActionSuite, LLC. reserves the right to update and change the TOS from time to time without notice or acceptance by you. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.

3. DESCRIPTION OF SERVICE
ActionSuite provides each Account Holder with access to the ActionSuite Site. This includes the various products and informational sections available through the site for which you have been expressly granted access.

4. ACCESSING THE SERVICE
You agree not to access the Service by any means other than through the interfaces that are provided by ActionSuite for use in accessing the Service.

5. CONTENT AND CONDUCT RULES AND OBLIGATIONS
You are entirely responsible for all content (data, text, products, services or other materials) that you upload, post, transmit or otherwise make available via the Service. ActionSuite does not control or own the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content. You acknowledge and agree that ActionSuite may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the TOS; (c) respond to claims that any Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of ActionSuite, its users and the public.

You agree that you will not:

(a) upload, post, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;

(b) upload, post or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright, rights of privacy or publicity, or other proprietary rights of any party;

(c) upload, post or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

(d) intentionally or unintentionally violate any applicable local, state, national or international law;

(e) exceed the scope of the Service that you have signed up for; for example, accessing and using the tools that you do not have a right to use, or deleting, adding to, or otherwise changing other peoples comments or content as a Guest.

6. REGISTRATION
You must have a valid ActionSuite Username in order to use the Service. To be an Account Holder with ActionSuite, you must provide ActionSuite with a credit card (for paying accounts only), billing information, email address, legal name and/or business name, and other required information ("Registration Data"). Accounts Holder will choose a password and account designation during the Service's registration process. In consideration of use of the Service, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form, and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete within 30 days of any change to it.

7. INDEMNITY
You agree to indemnify and hold ActionSuite, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your Content, your use of the Service, your Guests activities, your connection to the Service, your violation of the TOS, Service downtime or availability, or your violation of any rights of another.

8. ACTIONSUITE PRIVACY POLICY
Registration Data and certain other information about you is subject to our Privacy Policy, the terms of which are incorporated into this TOS by reference.

9. MODIFICATIONS TO SERVICE
ActionSuite reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) or prices with or without notice. You agree that ActionSuite shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

10. OWNERSHIP OF WEBSITE ACCOUNT AND SECURITY
You are responsible for all activity occurring in your account and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy. You agree to immediately notify ActionSuite of any unauthorized uses of the account or any other breaches of security. ActionSuite cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.

11. RESALE OF SERVICE
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express permission by ActionSuite.

12. PAYMENT AND BILLING
ActionSuite charges and collects in advance for use of the Service. ActionSuite will automatically renew and bill your credit card every month. All currency references are in U.S. dollars. Please note, unless ActionSuite gives notice to the contrary, payment for the Service is billed on a monthly basis and is non-refundable after the initial 30-day free trial period. There will be no refunds or credits for partial months of service. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes.

13 CANCELLATION OF SERVICE
You may cancel the service at any time. If you cancel the Service before the end of the term, your cancellation will take effect immediately. After cancellation, you will no longer have access to your website and all information contained therein may be deleted. ActionSuite accepts no liability for such deleted information or content. If your credit card is invalid, we will notify you and attempt to change the card again in 72 hours. If it's invalid again, you'll have 72 hours to provide a new card. If that one is invalid, the Service may be cancelled and all the information contained within deleted permanently. ActionSuite accepts no liability for information that is deleted due to an invalid credit card. In addition, ActionSuite may immediately terminate the Service for your failure to follow the Agreement. Such termination of the Service may result in the deactivation or deletion of your account. You agree that ActionSuite may, under certain circumstances and without prior notice, immediately terminate your access to the Service.

14. ACTIONSUITE'S PROPRIETARY RIGHTS
You acknowledge and agree that the Service and any necessary software used in connection with the Service ("Software") contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly authorized by ActionSuite, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part.

15. DISCLAIMER OF WARRANTIES
you expressly understand and agree that: (a) your use of the service is at your sole risk. The service is provided on an "as is" and "as available" basis. ActionSuite expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. (b) ActionSuite will make reasonable efforts to maintain the service, however, ActionSuite is not responsible for any damage, loss of data, customer information or vendor data, revenue, or other harm to business arising out of delays, misdelivery or nondelivery of information, restriction or loss of access, bugs or other errors, unauthorized use due to your sharing of access to the service, or other interaction with the service. You are responsible for maintaining and backing-up your data and information that may reside on the service. ActionSuite does not warrant that (i) the service will meet your specific requirements, (ii) the service will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the service will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the service will meet your expectations, and (v) any errors in the software will be corrected. (c) any material downloaded or otherwise obtained through the use of the service is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material. (d) no advice or information, whether oral or written, obtained through or from the service shall create any warranty not expressly stated in the TOS.

16. VIOLATIONS
Please report any violations of the TOS to violations Suport@ActionSuite.com.

17. GENERAL
Notices to you may be made via either email or website posting. The Service may also provide notices of changes to the TOS or other matters by displaying notices or links to notices to you generally on the Service. ActionSuite respects the intellectual property rights of others and we ask our users to do the same. The TOS and the relationship between you and ActionSuite shall be governed by the laws of the State of California without regard to its conflict of law provisions. You and ActionSuite agree to submit to the personal and exclusive jurisdiction of the courts located within Los Angeles County, California. The failure of ActionSuite to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. The TOS constitutes the entire agreement between you and ActionSuite and govern your use of the Service, superceding any prior agreements between you and ActionSuite (including, but not limited to, any prior versions of the TOS). If any provision of the TOS or incorporated documents are found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the TOS are for convenience only and have no legal or contractual effect.

18. VIOLATIONS
Please report any violations of the TOS to violations Suport@ActionSuite.com.